TÜRKIYE Law and Practice Contributed by: Selim Keki, Çisem Altundemir and Erkin Tuzcular, Balcıoğlu Selçuk Eymirlioğlu Ardıyok Keki Attorney Partnership
Please refer to 3.3 Decision-Making Processes for further details on the invitation to these meet- ings, and the decision-taking quorum. During the meeting, the meeting minutes are held and signed by the shareholders. A list of attendees is signed by those present at the meeting. For JSCs, this includes a board mem - ber. If the company has a single shareholder, the list of attendees does not have to be prepared. 5.4 Shareholder Claims The shareholders may bring a claim against the directors if the directors breach their obligations under the law or the articles of association with fault, and if in doing so they cause damage to the shareholders. Shareholders are entitled to bring a claim against the company for the cancellation of general assembly resolutions and board resolutions based on grounds specifically listed under the TCC. 5.5 Disclosure by Shareholders in Publicly Traded Companies Shareholders (including groups of shareholders acting in concert with each other) must disclose when they reach or fall below certain thresholds (5%, 10%, 15%, 20%, 25%, 33%, 50%, 67% or 95%) of the share capital or total voting rights, whether directly or indirectly. For direct share - holding changes, the Central Securities Deposi - tory (MKK) makes the relevant disclosure. For shareholding changes that are indirect or a result of acting in concert or changes in voting rights triggering the thresholds, the relevant investors must make the disclosures themselves. Shareholders (including groups of shareholders acting in concert with each other) owning more than 20% of the company’s shares or sharehold -
cate the names of natural person shareholders owning more than 5% of shares. There are also disclosure requirements for major shareholding changes and control changes; please refer to 5.5 Disclosure by Shareholders in Publicly Traded Companies for more information. 5.2 Role of Shareholders in Company Management The non-delegable duties (reserved matters) of the general assembly, mentioned in 3.2 Deci- sions Made by Particular Bodies , constitute the general assembly’s main role in the company. In this light, the general assembly is obliged to take on the management of its reserved roles, while refraining from interfering in matters that fall under the board’s non-delegable duties. Unlike in a JSC, where representatives of the company are appointed by the board, in an LLC the general assembly may also appoint repre - sentatives of the company. 5.3 Shareholder Meetings An ordinary general assembly must convene within three months as of the end of each finan - cial year. General assembly meetings are called by the board. Unless a higher quorum is stipulated under the articles of association of the company, pursuant to the default TCC provisions, simple majority shareholding will be sufficient to control a JSC for most purposes. The TCC contains a very limited number of super majority requirements for general assemblies and decisions. It is possible for the sharehold - ers to add to the list of super majority decisions or provide for higher (but not lower) quorum and voting requirements than those set forth in the TCC.
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